April 16, 1997



Mr. Eugene I. Davis
c/o Emerson Radio Corp.
Nine Entin Road
P.O. Box 430
Parsippany, New Jersey  07054-0430

     Re:  Extension of Employment Agreement

Dear Mr. Davis:

     This letter will serve as confirmation of our agreement to extend the terms
of that certain Employment Agreement dated July 7, 1992 (the "Agreement") by and
between  you  and  Emerson Radio Corp. ("Emerson").   Under  Section  1  of  the
Agreement, the "Term" as defined therein is to continue until July 7, 1997.   By
your  signature below, you and Emerson agree to extend the Term of the Agreement
until March 31, 2000.

      Notwithstanding the terms of the Agreement, you will only be obligated  to
devote approximately 60% of your business time to services on behalf of Emerson,
its  subsidiaries  and affiliates, including Sport Supply Group,  Inc.  ("SSG").
You  will initially serve as Vice Chairman of Emerson, and will no longer  serve
as  President,  and  in such other duties or capacities for Emerson  and/or  its
subsidiaries  or affiliates (including SSG) from time to time in the  future  as
may be requested or directed by Emerson's Board of Directors, Chairman, or Chief
Executive Officer.

      You will continue to receive your current salary from Emerson, subject  to
adjustment as provided in the Agreement; however, Emerson shall be entitled,  in
its sole discretion, to credit against its salary obligations to you any amounts
you  have  received  or  will  receive in base compensation  from  SSG.   It  is
understood that, initially, you shall receive base annual compensation from both
companies of $450,000, of which you shall receive $200,000 from SSG and $250,000
from  Emerson.  You shall also be entitled to all other benefits and  privileges
currently available to you under the Agreement.

      It  is  understood that during the 40% of your business time not allocated
directly  to  Emerson  or  SSG  you shall, among other  things,  be  engaged  in
developing  new business opportunities.  Any and all such business opportunities
shall  be  subject  to  a  right of first refusal by  Emerson  or  a  designated
affiliate for a period of no less than 10 business days.

     You expressly agree that upon the written request of the Board of Directors
or  Chairman of Emerson, you will resign as a director of Emerson, and upon your
receipt  of  such  request you will be deemed to have  so  resigned.   Any  such
resignation  from  the  Board  shall not have any  effect  upon  your  continued
employment by Emerson, your rights under the Agreement, or otherwise.

     Except as specifically amended hereby, the Agreement shall not be deemed to
be further amended or modified, and shall remain in full force and effect.

     Please indicate your agreement to the terms of this letter agreement in the
space  provided below.  This letter agreement will be effective as of  April  1,
1997.

                                   Very truly yours,

                                   EMERSON RADIO CORP.


                                   By: /s/ Geoffrey P. Jurick
                                       Geoffrey P. Jurick, Chairman
                                       and Chief Executive Officer

ACKNOWLEDGED, UNDERSTOOD, AND
AGREED TO AS OF THE 16th
DAY OF APRIL, 1997


/s/ Eugene I. Davis
EUGENE I. DAVIS